Twilight's Second Slumber Party
by Nemrith
Summary: Twilight Sparkle, after the stunning success of her First Slumber Party Ever, decides it's time to have a second. This time leaving none of her close friends out. Contains will attempt to contain : M6XM6 X Big Macintosh Spike X Rarity
1. Chapter 1 It's all about Schedules :P

Chapter 1: It's all about Scheduling

Twilight Sparkle sat at her desk, a dozen different plans floated before her. Spike, was busy disposing of the ones she'd already ruled out. Clutter didn't help her think, but then again, that could be because he was a cat. A cat hellbent on breaking her of her OCD.

" Clutter, I can't possibly settle on just one plan, especially when I have to make sure this is the best sleepover ever for six people." Twilight said,

The cat looked at her plaintively at her, meowing and grooming himself. Twilight's snout scrunched up in frustration. She took her quill underlining the similar traits in the lists. Clutter meowed again, this time more insistently, pushing past the neatly lined up lists in midair.

" What is it now?" Twilight asked, attempting to stare down the cat and failing miserably. She checked the time. " Oh my, that's right I haven't fed you yet. Spike! Feed Clutter for me will you? I have to narrow these Sleepover schedules down to one, and I can't concentrate with Clutter pestering me. I should've never agreed to pet sit for Blueberry Revival, Honestly, I can't imagine what he had to do that was so important in Stalliongrad." Twilight sighed, moving Clutter from on top of the desk to over by Spike.

After she moved Clutter off the desk, she noticed another Sleepover schedule that had been hidden under the Tortoiseshell cat.

" Rrrrgh!" She groaned frustratedly. Adding it to the queue she started going over it. It had been one of the earlier lists of things to do at this sleepover, back when she had been daydreaming about Big Macintosh. She noticed that several of the activities on this list, actually balanced out the satisfaction indices that twilight had made for her friends.

" That's it! Why didn't I see it sooner? It's exactly what the first sleepover didn't have!" Twilight exclaimed, noting that for once her distracted scribbles in the margins of her notes had improved the evening plans for once.

" Are you sure about that? I mean, it's not even on the checklist." Spike said, carrying a bowl of food out for Clutter. Smudges of ash and soot on his face, as he'd lit a fire outside to dispose of the plans. Twilight was very particular that no one ever find out exactly how many versions of her lists or schedules had to be made before she was satisfied. Spike remembered distinctly the chaos that had ensued when her stellar record was at risk before. So for now he humored her requests for him to discreetly destroy the lists that failed to meet expectations.

" I guess we'll have to make another checklist. Won't we." Twilight said simply, taking a blank sheet of parchment and writing a cleaner draft of the Sleepover schedule.

" Ponys are going to start wondering about me if I keep burning things, and having to evade their questions when they catch me. They're going to think I'm an arsonist if this keeps up Twi." Spike said, accepting the pile of rejected schedules she floated over to him, while she concentrated on reorganizing the schedule for the big surprise that she'd found.

While she _hated_ surprises, Twilight found that her friends generally enjoyed them. Given her previous experiences Twilight couldn't help wonder why her friends enjoyed them at all. Each time the surprise had caused unnecessary trouble and in some cases heartache for the pony involved. Fluttershy insisted that it wasn't the case, but it had sure seemed like Pinkie took it especially hard. Even if she forgave them shortly after. Every now and again Twilight could see that hurt Pinkie hidden away behind her cheerful exterior.

" Spike, I don't really want the citizens of Ponyville to think I'm a failure as an event planner. But at the same time, it has to be absolutely PERFECT. We discussed this. Next time we're in Canterlot I'll go to the Efficiency and You class you showed me. Until then, bear with me." Twilight said, choosing to put Rainbow's activity first, along with Pinkie's. Those two were the most important to please first. Rainbow Dash was always in a hurry, and the activity played right into that, while Pinkie just loved to party.

_I can't help but feel a little guilty for telling Pinkie that I wanted to plan this on my own. The first sleepover went well, but it was so hurried that it was nearly a disaster. We'll eat food that I ordered from Sugar Cube Corner, and play party games, with some pranks like at Gilda's party. That should cheer Pinkie right up. _Twilight thought to herself, making annotations to her personal copy of the schedule. The one with all the surprises on it, she'd carefully omitted the surprises based on which friend the schedule was going to be given to. So that each pony knew some of what was going to happen tonight, but not all of what was going to happen. Only Twilight and Big Macintosh would know about the grand finale. _I have to figure out a way of contacting Big Macintosh without Applejack overhearing._

" I hear you Twilight, it's just that with this sleepover I've had to 'discreetly' burn in four different places, ponyfolk are starting to look at me funny." Spike said dejectedly.

" In regards to that, you don't have to worry about that anymore, I've settled on this list, and I'm finalizing the copies right now. I probably would've found it sooner if I'd just paid more attention to Clutter and kept him off my desk." Twilight said reassuringly.

" Oh, you finally settled on one? Can I see it?" Spike said, lighting up at the good news.

" No Spike, I have to make sure that this is a perfect surprise, and besides. Why do you care? You'll be pet sitting for Fluttershy and Rarity. You won't even be there." Twilight said.

" Oh come on! It's not like it'll hurt anypony, and _besides_ didn't you tell Pinkie that I liked Rarity? Don't I get a little slack for your inability to keep secrets?" Spike asked haughtily.

" Fine, I'm going to have to ask Big Macintosh for a favor though. It mostly hinges on him agreeing to come to the slumber party. There's an entry to about brothers in Sleepovers 101 that I need to discuss him. I think it'll be a really good night if I can convince him. The rest are some fairly trivial surprises to loosen everyone up so their open to what Big Macintosh and I will propose." Twilight said, bouncing up and down.

" And that is?" Spike asked skeptically.

" An ORGY."

" With my Rarity? What are you thinking Twilight?" Spike said, facepalming in disbelief.

" I'll ask Blueberry Revival to pet sit so you can come too. He owes me for Pet sitting Clutter for him. He should be getting back in an hour or so." Twilight offered. _Or maybe I owe him, I might've overlooked this schedule if it wasn't for Clutter sitting on it._ She mentally amended. And then she said, mostly to herself "At least as far as he knows, he owes me."

" Really would you do that?" Spike asked his face filling with a gleeful smile.

Reader's Note: Pretty much flying out of my comfort zone on this one. So I'm warning you now, I considered Gentle Clouds largely a failure on my part (For getting squeamish and cutting the lemon scenes short). In a way this is my... Atonement, for it being so short. That and Fallout: Equestria has inspired me to attempt longer chapters.( I kind of feel like I've been using sub 1k word chapters like a crutch. I'm pretty unhappy with myself about this as well.)


	2. Chapter 2 An Immodest Proposal

Chapter 2: An Immodest Proposal

" The trick will be to get him away from Applejack..." Twilight said, musing thoughtfully over her snack.

" Howdy Twilight, what'cha doin?" Apple Bloom asked, her eerie smile and unquenchable optimism unnerved Twilight more than a little. One of Twilight's ears twitched nervously.

" Just trying to figure out a way to get Big Macintosh away from Applejack long enough to ask him for a favor for the slumber party I'm hosting tonight." Twilight said, blurting out the truth before she could stop herself. _Idiot! What were you thinking just saying what you were thinking like that. To Apple Bloom no less!_ She reprimanded herself, faceplanting the table in front of her.

" That shouldn't be too hard, Big Mac is going to be in the Western orchard today, and Applejack is working on her Apple cellar, something about an expansion for herself. It didn't make no sense 'tall to me." Apple Bloom said recalling her sister's strange behavior in the cellar. With a look of confusion that shattered her otherwise intense exterior.

" Thanks Apple Bloom, this is just the chance I needed!" Twilight said, running off towards Sweet Apple Acres before she could give anything else away to the precocious earth filly crusader. _Spike was right! I suck at keeping secrets!_

" But Twilight, you didn't finish your snack..." Apple Bloom said, her voice trailing off as Twilight shrunk into the distance, intent on her own thoughts and plans.

Apple Bloom shrugged off the peculiar actions of the sometimes helpful sometimes harmful Unicorn her sister had befriended. The deranged actions of Twilight Sparkle were still fresh in her mind, despite her memory while under the compulsion spell being fuzzy. If anyone could handle Twilight Sparkle's particular brand of crazy, it would be Big Macintosh.

" I wonder what else this day will have in store for me, I guess my cutie mark isn't going to be in informing." She looked hopefully at her flank, knowing before her head had completely turned that it would be as blank as it had been a week ago. Her enthusiasm was dampened by her harrowing experience with magically assisted cutie marks not too long ago.

As Twilight neared the farm, she could hear Applejack working furiously at something in the Apple Cellar. It wasn't hard to sneak past, what with all the noise coming from the cellar. A cacophony of metal on metal and the sound of industrious wood sawing covered the sounds of Twilight's hoof beats as she passed by on the way to the Western Orchard.

" Big Macintosh, I've been looking for you, do you have a moment?" Twilight asked the stunning Stallion as he bucked a tree full of ripe Red Delicious Apples.

" Eenope." Big Macintosh said, before placing the now full baskets of apples into the collection wagon.

" It'll only take a minute, and all you have to do is listen, and then either agree or disagree." Twilight said, pleading, her mane becoming slightly disheveled.

" Twilight, not now, I still have most of the orchard to buck." Big Macintosh said, only the faintest shadow of annoyance tainting his otherwise smooth and attractive voice.

" That's exactly what I'm saying!" Twilight said in exasperation. Following the stallion to the next tree.

" Umm, then why are you still here?" Big mac asked, idly bucking the tree and filling more buckets.

" That's what I'm trying to say! Big Mac, sweetling, I'd like you to do something for me, for us at my slumber party. Not now, but tonight." Twilight said, smiling and putting on her best cute pleading face and crossing her front hooves.

" What would you want me to do at a sleepover full of mares?" Big Macintosh said reluctantly, carrying on with his work.

" Well it'll sort of be a surprise for everyone but you, me and Spike. But I think we might be able to pull off an orgy." Twilight said offhoofedly.

" Say again?" Big Macintosh asked, after his buck missed the next apple tree and he fell onto the ground.

" I want your help in the grand finale surprise for my slumber party. Which is an orgy. And I think that you'd add just the right kind of variety I'm looking for. Everybody just adores you, and I can't think of a better Stallion for the job." Twilight said, smiling nervously.

" Won't my sister Applejack be there? Don't you think that'll be a little odd?" Big Macintosh said, getting back to his feet and properly bucking the tree this time.

" You do know that she's into you right?" Twilight said, her eye twitching in barely contained frustration at the Stallion's seemingly deliberate obliviousness. _I should probably get that fixed. _

" Uh, what? " Big Mac asked, catching himself before he fell again.

" Is this really just one impressive revelation after another to you?" Twilight asked incredulously.

" Eeyup..." Big Macintosh said simply.

" How is that even possible?" Twilight said venting.

" Twilight, I spend most of my time in the orchards or doing research in the barn, I don't have much time to get out and about. And being one of the few unattached stallions that make their home in Ponyville it's not like the other mares are just clamoring to tell me that even my sister is interested in me." Big Macintosh explained, saddling up to the now full wagon.

" I... see, will you at least consider it? I think that everyone will have a great time." Twilight said hopefully, straightening out her mane with her magic.

" I suppose it couldn't hurt to go." Big Macintosh said, heading towards the barn.

" So you'll show up with Applejack? Thank you Thank you Thank you!" Twilight said happily, hopping back off towards the library.

Reader's Note: Thanks for the advice Anon, I hope that I did better at spacing out the blocks on this one. Also, out of courtesy for people who always want to know what's up, I posted Bios for the OCs that I used to enable the story. I don't know if you're reading this gutovi-kun, but I fixed GC part 3 for you. Let's see, I'm flattered at the attention this story has gathered, but I do have other things I need to do other than writing this. Like I said earlier this month, I can't maintain the same release schedule that I had in December.


	3. Chapter 3 Guests Arrive

Chapter 3: Guests Arrive

Twilight hurried back to her Library, where all the events had still to be set up. She'd left Spike with a list of things that needed to be done before everyone showed up. It was too much for just one baby dragon to do on his own though.

" Spike, I'm home, if you would go help Pinkie carry the food I ordered from Sugar Cube Corner. I'll take care of the rest of the preparations." Twilight said, enveloping a large pile of books with the magic of her horn, and shelving them in the appropriate order.

She then swept the pile of activities that spike had gotten out of storage around the library to be set up. She shot several tacks onto the wall, pinning a poster of a stallion onto the far wall, and brushing the two pin ups beneath a chair with excessive trim around the base. She draped a blanket over the pin up effectively hiding it from the casual observer.

" That's it for Pinkie, and now for Rainbow Dash and Applejack..." Twilight said, dragging out plush pillows in two ample stacks. These she did not bother hiding these somewhere. She checked the clock on the wall, hidden neatly above the entrance to the library. Her guests would be arriving shortly.

" Something for Rarity and Fluttershy..." Twilight said, setting up the make over materials and the tree branches for making pony sculptures.

There was a knock at the door, it was so quiet that there was only one pegasus that could be on the other side.

" Come in Fluttershy, I was just finishing setting up the place for the night." Twilight said, opening the door with her magic. Twilight crossed her front hooves, nervous to see the mild mannered pegasus' opinion of her plans for the night.

" It looks, wonderful Twilight! I can't say I'd be any good at the pillow fight, but I know Rarity would love the makeover." Fluttershy said, taking in the library, which looked quite a bit like it did when Pinkie threw Twilight's welcoming party almost two years ago.

" Hey, Twilight, I saw that your door was open, and figured I'd let myself in, this slumber party is going to be great!" Pinkie said hopping into view, her party bag and cannon in tow.

" Pinkie, I did tell you that I'd have the decorations taken care of, didn't I?" Twilight asked, a look of confusion crossing her features, an eyebrow raised. And she dropped to the floor in shock as Pinkie's party cannon went off. Instead of firing balloons, streamers and the like, it fired off a snow of lewd pictures with dildos and phallic shaped fruits disrupting the illusion of the parchment snowfall.

" Spike! You told her?" Twilight shouted, twisting her face into a deranged and intimidating rage.

" Twilight... she _cornered _me. Before I could say that the party was ready, she was asking loads of questions at me!" Spike said apologetically, peeking out from behind the door frame, tracing circles in it with his index claw.

" Don't worry Twilight, I just know that we'll have loads of fun with the filly stuff before we start on the proper mare stuff later in the night." Pinkie said, bouncing over to tackle Fluttershy playfully.

_I thought I'd have to warm them up to this idea... but..._ Twilight thought to herself, her thought process shattered by the arrival of the rest of her guests enmasse.

" Twilight darling, If I'd known that this was going to be one of those parties, I would've made some outfits for all of us to use." Rarity said winking suggestively at Twilight, and revealing a harness beneath her dress. Which was keeping something pressed against the insides of her flanks the area was damp and Twilight could smell the raw scent which cloyed the air after Rarity had exposed her flank just so.

" Ah. So that's why Big Macintosh was so hesitant to explain why he'd been invited." Applejack said with a smirk and a look at Big Macintosh, whose face was turning a more vivid red.

" Eeyup..." He said quietly. His ears flat against his head in embarrassment.

Applejack playfully nudged Big Macintosh. Who refused to meet their eyes.

" So, Twilight, what's first?" Rainbow Dash asked, landing next to Fluttershy, but leaving her wings erect.

" Pin the tail on the pony." Twilight said, recovering from her own personal surprise, and revealing the poster and taking one of the two pin-ups out, the tail.

" This isn't just any pin up poster!" Pinkie exclaimed " It's a pin up of Equestrias sexiest, most virile Stallion, Slim Flankey!"

" Slim Flankey? What kind of name for a pony is that?" Applejack asked, as Pinkie rummaged under the chair Twilight had pulled the tail out from.

" It's the name of Canterlots most popular common ponyfolk hero. He gets whatever mare or mares he wants to every night." Rainbow Dash said, punching the air in jealousy. While she lifted herself aloft with her wings.

" Twilight I had no idea you were into that sort of Stallion..." Rarity said with mild interest, a hoof raised to her mouth.

" And they say his member is this long!" Pinkie said, emerging from beneath the chair with the second pin up, a large floppy horse dildo. And using it to indicate the assumed length.

" Is one pony supposed to pin both on, or two ponies one after another?" Fluttershy asked from behind the safety of Rarity.

" The rules that come with this pinup poster say that we can play it a couple different ways, the one you didn't mention was the set where two ponies get chosen at random, and while simultaneously blindfolded and spun around, they need to try to pin the parts as close as they can to the original body parts location without touching the other blindfolded pony." Twilight said, pointedly ignoring Rarity's remark about her interest in Slim Flankey for now.

" What happens if they touch?" Rarity asked.

" Ooh, ooh! I know! They have to make out for five seconds! And if they touch more than once another five seconds is added each time!" Pinkie shouted, bouncing up and down in anticipation.

" Shall we begin?" Rarity asked.

Reader's Note: The update times will wax and wane until I can reliably write out 1k+ chapters of substance and quality. I don't like going through and adding a ridiculous amount of fluff, so I'll just sort of be playing it by ear. Also, I'm looking for supplemental ideas, it's going to be pretty hard covering Mane Six xMane Six without getting too repetitive.


	4. Chapter 4 Gaymes

Chapter 4: Gaymes

" Who'll go first?"

" Everyone write down your name on a scrap of paper, and we'll have... Applejack draw the names out, we can trust her to be honest about not looking when she draws them out." Twilight suggested.

So after some busy scribbling upon the scraps of parchment that Twilight had given to everyone the pieces were in a hat before Applejack. After some shuffling, she drew out both the scraps before looking to see who she'd drawn.

" Let's see, We got, Spike... and Big Macintosh." Applejack said, reading out the names with a pleased smirk on her face.

" Applejack, that was supposed to be random!" Twilight exclaimed.

" What're the odds, Ah'd pick the only two boys t'come to this party?" Applejack said innocently.

" Twilight you did say that Applejack was trustworthy, how is she supposed to help that that's exactly what happened?" Rarity said, supporting Applejack's claim.

" We'll do it." Big Macintosh said simply, ending any further argument.

" We will?" Spike asked, confused and unsure.

Big Macintosh gave him a meaningful look before looking out to the watching ladies. An invisible but tangible separation had occurred. A spectated bubble had seemed to form around the two males, as the women outside objectified them and willed them onwards with their eyes. This illusion was shattered when Pinkie Pie simultaneously blindfolded both Spike and Big Macintosh and leaving Twilight and Rarity to spin them about until the spectators considered them sufficiently dizzy.

" Where do we... go from here?" Big Mac asked, wobbling as he struggled to stay to his feet.

" Go that way!" one of the spectators shouted gleefully.

" What, this way?" Spike asked, bumping into Big Mac.

While the two were stumbling around one of the unicorns saw fit to give them a limb a piece limbs to attach to the poster of Slim Flankey. To Big Macintosh went the dark blue tail of the stallion. And to spike went the to scale size member of the poster stallion.

" Big Macintosh, a little to the left, and now turn 180 degrees!" Pinkie could be heard shouting.

" Spike would you be a darling and go to the right and then make a 90 degree turn towards my voice?" Rarity said softly, her instruction regardless of its tone guaranteed to be effective in leading Spike.

The two bumped into each other again. But directly in front of them was the wall. Shouts of encouragement came from the crowd, even Fluttershy was cheering them on.

" Spike, walk under me to my left side." Big Macintosh said, remembering that the poster was facing left.

They both placed their pin-ups, removing their blindfolds to see how they'd done. The tail was now the stallion's mane, and his phallus was apparently coming out of his chest. Big Macintosh's ears went down in embarrassment. He'd been the one to move Spike to his left side rather than his right. If he hadn't, Slim Flankey's penis would be where it belonged, directly between his hind legs.

" Hahaha! That's hilarious! Good last minute modding Big Macintosh, that's way better than just having a tail for a mane!" Pinkie giggled while rolling about the floor, holding her aching sides.

" What an unusual form for a stallion to have." Fluttershy commented.

" and quite useful too! Look at it this way, it makes it easier for him to pleasure more than one orifice, if his member is so close to his head." Rarity stated knowingly.

" Ooh yeah, you're right! Hey Twilight do you have a spell to rearrange body parts?" Pinkie asked with a hopeful smile.

" Well, no, but even if I did I'd need the subject's permission to perform it." Twilight said nervously.

" Hey, they touched at least three times, pucker up you two!" Rainbow Dash declared, interrupting the discussion about moving a stallions member to his chest.

" That's right, I almost forgot! Did we decide what a prolonged touch would do for modifying the time?" Rarity asked her friends.

" Ah think that doubling the time for prolonged contact makes sense." Applejack said.

Fluttershy simply agreed with her trademark 'squee' smile. While Twilight silently nodded, and Rarity's sparkling smile egged Big Macintosh and Spike on. Spike and Big Macintosh's eyes met. Their faces came together, and Spike wrapped his small arms around Big Macintosh's head initiated the mouth to mouth kiss.

Spikes forked dragon tongue traced a circle around Big Macintosh's larger tongue. A small groan of involuntary pleasure escaped from his mouth as Big Macintosh rolled over, embracing him as well. The Stallion's powerful forehooves formed a warm intimate embrace that almost made Spike forget who he was kissing.

" Time." Twilight said, clicking a stop watch off at 15 seconds.

" Was that good?" Big Macintosh asked Spike, but appeared to be not addressing anyone in particular.

" It was better than good!" Spike said, wiping his face off with the back of his hand, looking out to see Rarity's expression. It was one of divine ecstasy, of course, the heat of the bromance had caused her to faint on a conveniently present lounger. Unconsciously Spike began rubbing his hands together in poorly masked anticipation.

" Who else wants to play?" Twilight asked, taking the pinned up tail and phallus down.

" I saw what I wanted to see, who wants something to eat? Maybe we can play that again later Twilight." Pinkie Pie asked the conscious ponyfolk.

" It was a long day in the Orchards, I bet that Applejack and Big Macintosh are famished." Fluttershy suggested from her perch. Having flown up into the rafters to get a better view of the Spike and Macintosh makeout.

" Alright, Pinkie, Spike what have you brought for us? Since I can safely assume that you brought more than just what I ordered." Twilight said, rolling her eyes in recognition of her inability to get a perfectly planned party done with Pinkie Pie's overkill Party Cannon involved.

Reader's Note: I'd like to give a big thanks to The Infamous Soldier and everyone else for their helpful suggestions as to how to get the ball rolling. For those of you who were wondering, the odds were, 720 to 1(Assuming the rest of the party guests didn't stack the odds by writing either BM or Spike on their own pieces of paper). Probably going to write in a bit of food based lemon for the next chapter, Rarity will probably wake back up. As always feedback is appreciated, and in some cases applied to the story.


	5. Chapter 5 Food

Chapter 5: Food(Seriously, I got nothing)

The dilemma was solved when Big Macintosh's and Fluttershy's stomachs protested in unity. She smiled in that adorable way that produced the unusual sheep sound. Big Macintosh simply blushed.

" Ah ha!" Twilight said, levitating two cans of whipped cream from a cooler she'd hidden nearby.

" Sounds like it's time for a blast of cake!" Pinkie said, dramatically pulling out her cannon and firing it directly into the faces of Fluttershy and Big Macintosh, who were standing fairly close together.

The pair were covered in whipped cream the others quickly became engrossed with their food based deviations. Rarity cast aside her cloak, to keep it from getting dirtied by her perverse pleasures. After that Rarity's horn glowed, and the vibrator rotated part way out the unique harness redirecting its unique flexibility beneath her. She made a fine stallion. The vibrating phallus seemingly straining to be once more sheathed within a welcoming mare.

Fluttershy and Big Macintosh were cleaning each other up in their own personal intimate way. He licked her wings, tracing the outlines of her largest feathers, she ran her tongue sensually down the nape of his neck, tracing his powerful forelegs.

" Now it's a Par-Tay!" Pinkie shouted shooting her cannon into the air, making bits of cake rain down in the tree house. Twilight's mouth dropped open as she considered the amount of cleaning it would take to put the tree house back in order. It was while Twilight was distracted that Rarity grabbed her by the midsection and inserted herself into Twilight.

" Do you like the texture darling? I'll need to know if the one I make for you needs to be different. Though judging by the Slim Flankey dildo you've got, all I need to change is the length." Rarity observed as she thrust herself into Twilight.

" Oh rarity... it's so hot and slippery..." Twilight moaned.

" Of course it is my dear, I had to use the help of a certain stallion to get it right." Rarity said, looking over to Big Macintosh and Fluttershy, who were on the floor servicing each other's backsides.

Pinkie Pie gave a meaningful look to Applejack and Rainbow Dash. Trying to communicate what she wanted without using her normal bubbly approach. If her hair hadn't been so rambunctiously arranged they may have mistaken her for Pinkamina. As it was she was simply being courteous as the volume in the room hadn't yet quite reached comfortable levels for more joyous outbursts... yet.

Rainbow Dash rolled her eyes as she took a small squishy pink cloud out of a larger cumulus that she'd brought into Twilight's tree house and threw it at Pinkie Pie. As Pinkie drank the chocolate rain and ate the cotton candy flavored cloud. Rainbow Dash, before flying at Applejack, grabbed a jar of applesauce and took a hoof-ful of it and fed it to the orange earth pony before upending the rest of the jar over her friend.

" Rainbow... what the hay..." Applejack started, before her protests were stifled by the mouthful of Applesauce.

Any protest she would've had was further stifled by Rainbow circling around behind her and eating her out. Applejack shuddered in pleasure as Rainbow's tongue explored her tender loins. Even that was muffled when Pinkie Pie came and gave the normally sexually reserved orange mare a passionately chocolaty and cotton candy flavored kiss.

" Dashie told me. I know that you're kind of scared of my Pinkie sense, but you don't know the half of it." Pinkie said winking cheerfully, and after that, proceeding to tickle applejack where her only unknown ticklish spot was, directly below her left ear.

Applejack collapsed in the pile of pony that Pinkie and Rainbow Dash formed around her. She rubbed her forehoof between pinkie's legs as Pinkie ground into the hoof, and she continued passionately kissing Applejack. Rainbow switched from tongue based pleasuring to grinding against Applejack's nether region with her own. The pair convulsed and Applejack's convulsions set Pinkie Pie off and she exclaimed loudly as she orgasm-ed.

" Oh yeah, right in the pantry!" Pinkie shouted.

" Way better than reading how it's done in the books!" Twilight exclaimed as Rarity rammed it home, magically causing the double-ended dildo within her to squirt out its juices. These came from a couple of thick balls slung below the harness.

While this was going on, Fluttershy and Big Mac had cleaned up, and gone over to the table where Twilight had laid out refreshments prior to their arrival. Given the mess of the cake throughout the room, the table had managed to be away from most of the mess, and the hard cider was pristine, probably due to the cover Twilight had thoughtfully put over it.

" Thank you for cleaning me..." Fluttershy said quietly as she filled a plate with snacks and food with Big Macintosh.

" Eeyup," Big Macintosh said sitting with Fluttershy and calmly eating with her as their friends around them cried out in pleasure.

Spike had gotten behind rarity while she was pleasuring Twilight. He'd managed to fit himself in and Rarity was panting as he thrust himself into her, making her move in and out of Twilight in sync with him until he spasmed and his juices spilled forth and he fell to the floor exhausted.

" Little spikey wiky is tired after just that?" Rarity said, smiling and looking at Twilight.

" He... _is_ just a baby dragon after all." Twilight said, allowing herself to slide off of Rarity's artificial phallus and weakly lay upon the ground. So that her legs no longer had to support her.

" Even so, that leaves just one Stallion left to take care of all of us." Rarity said seductively, her gaze falling on Fluttershy and Big Mac who paused in mid bite when he made eye contact with Rarity.

" I guess the time to eat just passed." Big Macintosh said, setting down his nachos.

Reader's Note: I watched the reviews as I wrote this and tried to work it in altogether, this chapter was hard to write, but also was delayed by RL business getting brought about by my recent involvement with , which for me is super addictive. Found a good RP group on there though, fairly welcoming atmosphere.


	6. Chapter 6 Which Mare Can I Take?

Chapter 6: Which mare should I take?

" Uuhhm..." Big Mac said as several mares eyed him hungrily.

Twilight was no exception, despite having just been gotten off by Rarity. She looked at Big Macintosh with a lustful hunger in her eyes from her position on the floor.

" Big Macintosh, would you be a darling and discipline me?" Rarity said, putting on her, _I've been naughty_ face.

" I get him first, after all... I'm closest." Fluttershy said stepping between Big Mac and her friends.

" You spent your time with him eating snacks, it's my turn now!" Twilight said, shifting her hooves so that she was crouching.

" I get him first!" Fluttershy shouted, asserting herself.

Big Mac rolled his eyes, well aware of his own capacities as they quarreled over him, he quietly mounted up behind Fluttershy just as she starts to shout. She eeps in surprise as Big Mac inserts his hard-on into her seemingly beckoning marehood.

" You win this time..." Twilight said, taking Rarities double-sided dildo and pushing it home between Pinkie and Rainbow, directly between their vigorously grinding privates. Their motions changed after Twilight's intervention, Pinkie sloppily turned to kiss Twilight passionately as she and Rainbow slid back and forth on the well lubricated and lengthy phallus.

As they do this Big Macintosh is moving passionately in and out of Fluttershy, leaving Applejack and Rarity to look to one another for distraction. Applejack from her brother screwing her friend and Rarity to overcome her jealousy at Fluttershy getting a chance at Big Macintosh before she did.

Applejack and Rarity felt each other up, their hooves pausing at each others marehoods as they kissed. Kissed to forget how left out of all of this they were. Kissed for friendship. Their kiss transcended Rarity's upperclass ambitions and Applejack's simple tastes. For that moment they were just two ponies, seeking comfort in the hooves of one another.

Fluttershy squeaked like an adorable plushie as Big Macintosh pleasured her with his throbbing sensuous stallionhood. It was not long before the demure pegasus was shouting "Yay!~" at twice her normal volume as Big Macintosh released his highly desired seed within her. Fluttershy collapsed onto the floor shortly after, completely overwhelmed by the ecstasy that was Ponyville's prized stallion. His fluids leaking from her backside.

The Twilight/Pinkie/Dash huddle became messily entangled as the mares rubbed upon one another and clopped each other off. Their violent orgasms left them in a panting puddle in the middle of Twilight's library. After their motions were exhausted Rainbow Dash extracted herself from the mass of heaving pony flesh and left Pinkie and Twilight to explore each other's bodies while she gave Big Macintosh an appraising look before nodding to him.

That simple acknowledgment was enough to make him stand at attention once more as the Pegasus came flying at him. As Rainbow Dash barrelled into Big Mac, his stallionhood slid into her already well lubricated marehood. As they playfully tussled on the ground it moved around inside of her stimulating Dash as she kept Macintosh from gaining the upper hoof.

While Dash and Big Mac tussled, Fluttershy timidly worked her way in nosing Dash's plot as Big Mac's massive throbbing stallionhood thrust into the blue pegasus. Before long he grunted again, Dash getting him off quickly compared to Fluttershy.

Reader's Note: Finished this during some downtime at Sakuracon, I'll be heading home tomorrow. Sorry if it's a little lemon-crack but it seems that I can only write HORRIBLE fics while at a con. I have a few short one-shots that I may get around to posting some time... but also because I felt bad for not updating for so long. I promise that I'll get back to work on the post-love and stop spending all my time on :P also, I can't keep up the 1k word post per... Sorry.


	7. Chapter 7 Eye Spy

Chapter 7 Eye Spy

Cherilee was on night watch when she heard some unusual noises over at Twilight's Library and home. She went to inspect the noise which appeared to be coming from an open window. She stretched up to peek into the Library. What she found disturbed and aroused her profusely. She saw Big Macintosh, Twilight and her friends in clusters around the room. It appeared that her pet dragon was just now waking up and escorting the dressmaker, rarity, down into the basement. Cherilee's curiosity and body was aroused at the scene before her.

" I wonder what miss Rarity is going to do with that baby dragon?" She mused to herself before slipping into the library quietly.

So engrossed with their lewd pleasures were the ponies that they didn't notice her enter. Big Macintosh panted as he began to rub up against Fluttershy and Twilight began to prod his plot with her magically cushioned horn, its glow throbbing not unlike Big Macintosh's Stallion-hood. Pinkie had gotten out a camera some where and was busy filming this particular scene of the party.

Applejack and Rainbow Dash were clopping each other in the rafters and their sloppy, noisy lovemaking helped cover the sound of Cherilee's hooffalls as she made her way over to the stairs where she'd seen Spike and Rarity descend.

" Oh yeah, you're naughty aren't you Big Macintosh? Screwing poor little Fluttershy like this?" Twilight said pushing her horn into him as he groaned.

" Ee...yup." He said trembling slightly as he forced his throbbing stallion-hood into Fluttershy at the prodding of Twilight. Fluttershy simply squeaked as the sheer size of Big Macintosh filled her completely.

The area around them was heavily spattered with Big Macintosh's semen, it having been the location where all the other mares had taken him for a ride. In fact as Big Macintosh thrust in and out of Fluttershy she moved along the slick floor, her coat and wings slick from the pool of sexual juices she lay in.

As Cherilee descended into the basement she heard Spike asking Rarity. " Are you sure that you want to be tied up like that? It looks uncomfortable." He said.

" Spike, as long as you're a darling and tie it just as I instructed, all will be fine." Rarity replied, her rope BDSM harness coming into view as Cherilee peeked between the bars of the railing on the staircase.

Spike's erection was once more throbbing between his legs as he hoisted her rump with the harness. Rarity moaned as the ropes dug into her soft quivering flesh. And Spike paused briefly before being egged on by the pristine white mare.

" Stick your dragon meat into me, I know you've wanted to for so long. Especially without anyone watching." Rarity said spreading her hindlegs wide to expose her wet, dripping marehood to Spike, who rushed to tie off the rope holding Rarity aloft, his penis bobbing as he ran back and forth hurriedly.

Cherilee began to feel arousal at this intimate and somehow comical display of affection, as Spike climbed a small step ladder to bring himself up against Rarity's plot. He slowly rubbed himself against her, his throbbing cock slipping between her legs, pressing against but not entering her wet slit. As she watched the two begin, Cherilee's hoof reached down to her own marehood to quietly clop herself as she watched them.

" Stop teasing spiky wiky." Rarity said in an adorable and pouty tone.

"Hnng." was Spike's only reply as she took the base of his rock hard cock and guided it to Rarity's entrance and thrust in. The sounds of the ponies above were muffled, but by the rhythmic thumps it was clear that at least two pairs were going at it fairly vigorously.

His cock slid into Rarity and the marshmellowy mare sighed in satisfaction as the young dragon thrust passionately into her. Her horn glowed faintly as she found a large firm quill and stroked spikes small hard dragonballs. His pace increased as Rarity stimulated him. As Spikes thrusts grew in passion and strength, plunging himself deeply into Rarity, his hands moved up her body, stroking the base of her mane.

Cherilee had trouble keeping quiet as she began to clop herself furiously to the dragon vigorously screwing the 'delicate' unicorn who remained bound and her hindquarters elevated. A small puddle of her erotic juices formed on the steps.

Spike and Rarity continued on in ignorance of their one mare audience. Spike groaned and released his load, spurting into Rarity's marehood. He gripped the harness he'd tied on Rarity's instruction as his orgasm petered out. He slumped onto her hindquarters. She lowered herself, her horn glowing all the while and moved Spike to lay before her. She lay down with him, and sucked on his now limp cock, cleaning it, and attempting to revitalize it.

Cherilee orgasmed biting her free hoof to keep from calling out. She silently ascended the stairs to see what the other ponies were doing in their orgy of carnal desire.

Reader's Note: Decided to do a perspective chapter since I was having some trouble coming up with a new one about the characters already present. I understand that right now with my heavily restricted update schedule several of my Fics are at risk of becoming 'dead'. I would make the chapters longer, but I have trouble coming up with enough lemony goodness to fill out each chapter. Blueberry Revival is assumed to be petsitting for Fluttershy if I remember correctly. I wanted to keep the option open for putting my OC in if it became necessary, but I've got some suggestions from readers and I thank you all for that.


	8. Chapter 8 Dawn

Chapter 8: Dawn

As the activities of the party goers began to taper off, the sky began to lighten as the night started to give way to twilight and the breaking dawn. Cherilee had fallen asleep watching them in their depravities and throughout the library were small piles of ponies having passed out from their late night and early morning activities.

Twilight yawned and stretched before getting up from a cuddle with Fluttershy and Applejack, and had a brief moment of panic as the warm after-glow of their party wore off and the massive mess was no longer seen through the rose colored glasses of a sexually charged evening. Trying to keep from waking her friends she frantically started cleaning, pulling clean towels from some hidden cache in the tree house and simultaneously scrubbing down and around her friends. Nearly tripping over the slumbering ponies several times as she stretched to reach some of the distant crannies of the ceiling.

It was nearly noon when the others began to wake. Rarity and Spike sleepily walked up the stairs together and Cherilee was in the middle of apologizing profusely for intruding on their sleepover. Big Macintosh was one of the last awake, having been completely exhausted from being beset by anywhere from one to five mares over the course of the night.

" I'm so glad you could all make it... even if not all of you were invited. If there is a next time however, I think someone else should host. After all, why should I have all the fun?" Twilight said in a strained casual tone, attempting to keep the closing of the party light and carefree.

" Did ya really make us breakfast, sugar?" Applejack asked as she smelled a massive meal in the kitchen.

" After all the... exercise we did last night, I thought it was the least I could do." Twilight said smiling awkwardly.

Reader's Note: Sorry it took me Three Months to finish this up and it's not even a really good ending. I sort of left it open to sequels but don't really feel up to writing more lemons at the moment.


End file.
